Exhibit
10.21


 


SUMMIT SEMICONDUCTOR,
LLC


 


Consent,
AMENDMENT and Termination AGREEMENT


 


This Consent,
Amendment and Termination Agreement (this “Agreement”) is made as of May 16, 2017 (the “Effective
Date”) between Summit Semiconductor, LLC, a Delaware limited liability company (the “Company”),
and Hallo Development Co. LLC (“Noteholder”).


 


Recitals


 


Whereas,
the Company is the successor in interest of that certain Asset Purchase Agreement dated June 25, 2008 by and between Noteholder
and Focus Enhancements, Inc. as amended October 26, 2010 and December 5, 2016 (the “Purchase Agreement”);


 


Whereas,
the Company is offering to MARCorp Signal, LLC (“MARCorp”) convertible promissory notes and warrants
to acquire the Company’s Common Units (the “Offering”); and


 


Whereas,
as a condition to closing the Offering, MARCorp requires (i) the amendment of Purchase Agreement to extend the “Final Payment
Date” (as defined in that certain Second Amendment to Asset Purchase Agreement dated December 5, 2016 between the Company
and Noteholder (the “Second Amendment to Purchase Agreement”)) and (ii) the termination of the Noteholder’s
security interest in the assets of the Company.


 


Whereas,
as a condition to executing and delivering this Agreement, Noteholder requires the amendment of the Purchase Agreement as provided
for herein.


 


Now,
Therefore, in consideration of the mutual promises and other good and valuable consideration set forth herein, the receipt
and sufficiency of which are hereby acknowledged, the Company and Noteholders, intending to be legally bound, hereby agree as follows:


 


Agreement


 


1.           Reaffirmation.
The Company hereby reaffirms all of its obligations to Hallo under the Purchase Agreement, and acknowledges and agrees that, as
of April 30, 2017, the Outstanding Revenue Share Amount (as such term is defined in the Second Amendment to Purchase Agreement),
including accrued interest thereon, equals $311,795.00.


 


2.           Payment.
As express conditions precedent to the effectiveness of this Agreement, Summit shall, contemporaneously with Summit’s execution
and delivery of this Amendment, make a payment to Noteholder (i) in the amount of $7,500, which payment (along with a prior payment
in the amount of $6,500) shall be deemed to be in satisfaction of the Second Payment and applied to the Outstanding Revenue Share
Amount as determined by Noteholder in its sole discretion, and (ii) in an amount not to exceed $2,500, in respect of Noteholder’s
legal fees incurred in connection with this Agreement and the transactions contemplated hereby.


 


3.           Consent
to the Offering. Noteholder hereby consents to the Company pursuing, negotiating and consummating the closing of the Offering
pursuant to that certain (i) promissory note, in substantially the form attached hereto as Exhibit A, (ii) warrant, in substantially
the form attached hereto as Exhibit B, (iii) Securities Purchase Agreement, in substantially the form attached hereto as
Exhibit C, (iv) Security Agreement, in substantially the form attached hereto as Exhibit D, (v) Intercreditor Agreement,
in substantially the form attached hereto as Exhibit E, (vi) Operating Agreement Amendment, in substantially the form attached
hereto as Exhibit F, (vii) Security Agreement Joinder, in substantially the form attached hereto as Exhibit G, (vii)
Consent, Amendment and Termination Agreements to be executed by all Existing Noteholders (as defined in the Securities Purchase
Agreement), in substantially the forms attached hereto as Exhibit H, and the Management Rights Letter, in substantially
the form attached hereto as Exhibit I.


 




     

     


    

 


4.           Amendment
to the Purchase Agreement.


 


		(a)	The definition of “Final Payment Date”, as stated and used in the Second Amendment to Purchase Agreement, is hereby
amended to be the earlier of (i) February 28, 2018 and (ii) five (5) days following the closing of an IPO (as defined in the Second
Amendment to Purchase Agreement).



 


		(b)	Section 3(b) of the Second Amendment to Purchase Agreement is hereby amended, restated and superseded in the entirety with
the following paragraph:



 


“On the
Final Payment Date pursuant to subsection (i) of the definition of “Final Payment Date”, Summit shall pay to Hallo
a cash payment in the amount of all unpaid Outstanding Revenue Share Amount and accrued unpaid interest thereon. On the Final Payment
Date pursuant to subsection (ii) of the definition of “Final Payment Date”, Summit shall pay to Hallo a cash payment
in the amount of $100,000.00 (“Third Payment”), which shall be applied to the Outstanding Revenue Share
Amount as determined by Hallo in its sole discretion, and, after giving effect to the Third Payment, the remaining Outstanding
Revenue Share Amount and all accrued unpaid interest thereon will automatically and without further action by Summit or Hallo convert
into the number of shares of the class and series of capital stock (or other equity) of Summit sold in the IPO as Hallo would have
received had it purchased such shares at a price per share equal to the lowest price per share at which such shares were sold on
the first day of public trading pursuant to the IPO, provided, however, that no such capital stock (or other equity) of Summit
issued to Hallo hereunder shall be subject to a lock-up (or other restriction on transfer of any rights in respect thereof) for
a period in excess of ninety (90) days from such first day of public trading.”


 


5.           Termination
of Security Interest. Noteholder hereby consents to the termination of, and hereby waives its rights and privileges to,
all its security interests in the assets of the Company, which termination shall be effective as of the earlier of (1) the Second
Closing Date (as defined in the Securities Purchase Agreement attached hereto as Exhibit C) and (2) May 31, 2017.


 


6.          Full
Force and Effect. Except as expressly provided herein, this Agreement shall not be deemed to constitute a waiver of, consent
to, modification of or amendment of any other provision of any other agreement, including without limitation the Purchase Agreement,
as amended.


 


7.          Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original part and all of which together shall
constitute a single agreement. Each party hereto, and their respective successors and assigns, shall be authorized to rely upon
the signatures of all of the parties hereto on this Agreement which are delivered by facsimile as constituting a duly authorized,
irrevocable, actual, current delivery of this Agreement with original signatures of each party.


 


8.          Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference
to such state’s conflicts of law principles.


 


[Signature page follows]


 




     

     


    

 


In
Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.


 


	 	The Company
	 	 
	 	Summit Semiconductor, LLC
	 	 
	 	By: 	 
	 	 	Brett Moyer, Chief Executive Officer
	 	 	 
	 	Date: _________________


 


Summit
Semiconductors, LLC


Signature
Page to Consent, Amendment and Termination Agreement




     

     


    

 


 


In
Witness Whereof, the parties hereto have executed and delivered this Agreement Effective Date.


 


	 	NOTEHOLDER
	 	 
	 	Hallo Development Co. LLC
	 	 	                     
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: _________________


 


Summit
Semiconductors, LLC


Signature
Page to Consent, Amendment and Termination Agreement


 




     

     


    

 


Exhibit
A


 


Form
of Note




     

     


    

 


Exhibit
B


 


Form
of Warrant


 




     

     


    

 


Exhibit
C


 


Securities
Purchase Agreement


 




     

     


    

 


Exhibit
D


 


Security
Agreement


 




     

     


    

 


Exhibit
E


 


Intercreditor
Agreement


 




     

     


    

 


Exhibit
F


 


Operating
Agreement Amendment


 




     

     


    

 


Exhibit
G


 


Security
Agreement Joinder


 




     

     


    

Exhibit
H


 


CONSENT,
AMENDMENT AND TERMINATION AGREEMENTS


 




     

     


    

 


Exhibit
i


 


MANAGEMENT
RIGHTS LETTER